Fourth Amendment To Second Amended And Restated Credit Agreement - ACXIOM CORP - 11-8-2004 by ACXM-Agreements


									FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AG THIS FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendme among ACXIOM CORPORATION, a Delaware Corporation (the "Borrower"), the lenders party hereto, (the "Agent"). RECITALS: A. The Borrower, the Agent, and the lenders party thereto have entered into t Credit Agreement dated as of February 5, 2003 (as amended by that certain First Amendment to Agreement dated as of August 11, 2003, that certain Second Amendment to Second Amended and R December 5, 2003, that certain Third Amendment to Second Amended and Restated Credit Agreeme dated March 31, 2004, and as the same may be further amended from time to time, the "Agreeme B. The Borrower has requested that the Agent and the Lenders amend certain pr and the Lenders party hereto are willing to amend the Agreement as herein set forth. NOW, THEREFORE, in consideration of the premises herein contained and other good an and sufficiency of which are hereby acknowledged, the parties hereto agree as follows effect otherwise indicated: ARTICLE I. Definitions Section 1.1. Definitions. Capitalized terms used in this Amendment, to the ext have the same meanings as in the Agreement, as amended hereby. ARTICLE II. Amendments Section 2.1. Amendment to Section 6.01 - Indebtedness; Certain Equity Securitie subclause (iii) of Section 6.01(a) of the Agreement is hereby amended in its entirety to mea Section 2.2. Amendment to Section 6.08 - Restricted Payments; Synthetic Purchas "$125,000,000" in subclauses (viii) and (ix) of Section 6.08(a) of the Agreement are hereby to mean "$200,000,000". ARTICLE III. Conditions Precedent Section 3.1. Conditions. following conditions precedent: The effectiveness of Article II of this Amendment is



The Agent shall have received, each in form and substance reasonably satisf (i) this Amendment duly executed by the Borrower, the Guarantors and th

(ii) such additional documentation and information as the Agent or its l Professional Corporation, may request; (b) Each Lender who has executed this Amendment by August 17, 2004 shall have r of its Revolving Commitment in effect as of the date of this Amendment; (c) The representations and warranties contained herein and in all other Loan D true and correct in all material respects as of the date hereof as if made on the date hereo warranties limited by their terms to a specific date; (d) No Default shall exist; and

(e) All proceedings taken in connection with the transactions contemplated by t other legal matters incident thereto shall be satisfactory to Agent and its legal counsel, J Corporation. ARTICLE IV. Miscellaneous Section 4.1. Ratifications. The terms and provisions set forth in this Amendme inconsistent terms and provisions set forth in the Agreement and except as expressly modifie terms and provisions of the Agreement and the other Loan Documents are ratified and confirme effect. The Borrower, the Agent and the Lenders agree that the Agreement as amended hereby a continue to be legal, valid, binding and enforceable in accordance with its terms. For all m date of this Amendment, the Agreement (as unmodified by this Amendment) shall control. Section 4.2. Representations and Warranties; Release. The Borrower hereby repr Lenders as follows: (a) no Default exists and (b) the representations and warranties set for correct on and as of the date hereof with the same effect as though made on and as of such d representations and warranties limited by their terms to a specific date. IN ADDITION, TO IN TO THE TERMS OF THIS AMENDMENT, THE BORROWER AND EACH GUARANTOR (BY ITS EXECUTION BELOW) REP OF ITS EXECUTION OF THIS AMENDMENT THERE ARE NO CLAIMS OR OFFSETS AGAINST OR RIGHTS OF RECOU COUNTERCLAIMS TO ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS AND IN ACCORDANCE THEREWITH IT: (A) WAIVER. WAIVES ANY AND ALL SUCH CLAIMS, OFFSETS, RIGHTS OF RECOUPMENT, DEF UNKNOWN, ARISING PRIOR TO THE DATE OF ITS EXECUTION OF THIS AMENDMENT AND 2

(B) RELEASE. RELEASES AND DISCHARGES THE AGENT AND THE LENDERS, AND THEIR RESP AGENTS, SHAREHOLDERS, AFFILIATES AND ATTORNEYS (COLLECTIVELY THE "RELEASED PARTIES") FROM AN LIABILITIES, CLAIMS, RIGHTS, CAUSES OF ACTION OR DEMANDS WHATSOEVER, WHETHER KNOWN OR UNKNOW EQUITY, WHICH THE BORROWER OR ANY GUARANTOR EVER HAD, NOW HAS, CLAIMS TO HAVE OR MAY HAVE AG TO THE DATE HEREOF AND FROM OR IN CONNECTION WITH THE LOAN DOCUMENTS OR THE TRANSACTIONS CON Section 4.3. Survival of Representations and Warranties. All representations a shall survive the execution and delivery of this Amendment, and no investigation by Agent or the representations and warranties or the right of the Agent or any Lender to rely upon them Section 4.4. Reference to Agreement. Each of the Loan Documents, including the agreements, documents, or instruments now or hereafter executed and delivered pursuant to th of the Agreement as amended hereby, are hereby amended so that any reference in such Loan Do reference to the Agreement as amended hereby. Section 4.5. Expenses of Lender. As provided in the Agreement, Borrower agrees incurred by the Agent in connection with the preparation, negotiation, and execution of this limitation, the costs and fees of the Agent's legal counsel. Section 4.6. Severability. Any provision of this Amendment held by a court of unenforceable shall not impair or invalidate the remainder of this Amendment and the effect provision so held to be invalid or unenforceable. Section 4.7. Applicable Law. This Amendment shall be governed by and construed State of Texas and the applicable laws of the United States of America. Section 4.8. Successors and Assigns. This Amendment is binding upon and shall Lender, the Borrower, each Guarantor and their respective successors and assigns, except nei assign or transfer any of its rights or obligations hereunder without the prior written cons Section 4.9. Counterparts. This Amendment may be executed in one or more count each of which when so executed shall be deemed to be an original, but all of which when take same agreement. Section 4.10. Effect of Waiver. No consent or waiver, express or implied, by th breach of or deviation from any covenant, condition or duty by the Borrower or any Guarantor or of any other breach of the same or any other covenant, condition or duty. Section 4.11. Headings. The headings, captions, and arrangements used in this A shall not affect the interpretation of this Amendment. 3


Section 4.12. ENTIRE AGREEMENT. THIS AMENDMENT EMBODIES THE FINAL, ENTIRE AGREE SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS, REPRESENTATIONS AND UNDERSTANDINGS, WHE AMENDMENT, AND MAY NOT BE CONTRADICTED OR VARIED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SU OF THE PARTIES HERETO. THERE ARE NO ORAL AGREEMENTS AMONG THE PARTIES HERETO. Section 4.13. Required Lenders. The Agreement may be modified as provided in th Required Lenders which means Lenders having fifty-one percent (51%) of the sum of the total Commitment (such percentage applicable to a Lender, herein such Lender's "Required Lender Pe the effectiveness of this Amendment, each Lender's Required Lender Percentage is set forth o Executed as of the date first written above. ACXIOM CORPORATION, as the Borrower

By: -----------------------------------JPMORGAN CHASE BANK, as the Agent, the as a Lender

By: -----------------------------------Michael J. Lister, Vice Presiden BANK OF AMERICA, N.A., as syndication a

By: -----------------------------------Name: ------------------------------Title: -----------------------------4 U.S. BaNK National ASSOCIATION (formerl agent and as a Lender

By: -----------------------------------Name: ------------------------------Title: -----------------------------SUNTRUST BANK, as a Lender

By: -----------------------------------Name: ------------------------------Title: -----------------------------WACHOVIA BANK, N.A., as a Lender

By: -----------------------------------Name: ------------------------------Title: ------------------------------

-----------------------------ABN AMRO BANK N.V., as a Lender

By: -----------------------------------Name: ------------------------------Title: ------------------------------

By: -----------------------------------Name: ------------------------------Title: -----------------------------UNION PLANTERS BANK, N.A., as a Lender

By: -----------------------------------Name: ------------------------------Title: -----------------------------5 Guarantor Consent Each of the undersigned Guarantors: (i) consent and agree to this Amendment, inclu and (ii) agree that the Loan Documents to which it is a party shall remain in full force and legal, valid and binding obligation of such Guarantor enforceable against it in accordance w GUARANTORS: Acxiom CDC, Inc. Acxiom / May & Speh, Inc. Acxiom RM-Tools, Inc. ACXIOM E-PRODUCTS, INC. ACXIOM TRANSPORTATION SERVICES, INC. ACXIOM / DIRECT MEDIA, INC. GIS INFORMATION SYSTEMS, INC. ACXIOM UWS, LTD. ACXIOM INFORMATION SECURITY SERVICES, I ACXIOM INTERIM HOLDINGS, INC.

By: -----------------------------------Dathan Gaskill, Authorized Officer o 6 SCHEDULE 4.13 to FOURTH AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AG

Required Lenders

================================================== ========================= =============== Lenders Agree (insert % from

Lender ================================================== JPMorgan Chase Bank -------------------------------------------------U.S. Bank National Association -------------------------------------------------Bank of America, N.A. -------------------------------------------------ABN AMRO Bank, N.V. -------------------------------------------------SunTrust Bank -------------------------------------------------Wachovia Bank, N.A. -------------------------------------------------Union Planters Bank, N.A. -------------------------------------------------TOTAL ================================================== =========================

Required Lender Percentage Held ========================= 20.00000000% ------------------------16.66666666% ------------------------16.66666666% ------------------------13.33333333% ------------------------13.33333333% ------------------------13.33333333% ------------------------6.66666666% -------------------------

(insert % from signs Amendme =============== 20. --------------16. --------------16. --------------13. --------------13. --------------13. --------------6. --------------===============

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